Terms of sale – Mr Sam Agency
BACKGROUND:
These Terms of Business (“Terms”) set out the terms under which Services are sold and provided by Us to business customers through this website, www.mrsamagency.com (“Our Site”) and/or outside of Our Site. Please read these Terms carefully and ensure that you understand them before ordering any Services from Us. You will be required to read and accept these Terms when ordering Services. If you do not agree to comply with and be bound by these Terms, you will not be able to order Services from Us including but not limited to through Our Site. These Terms, as well as any Contracts, are in the English language only.
1. Definitions and Interpretation
1.1 In these Terms, unless the context otherwise requires, the following expressions have the following meanings:
“Company”
means the legal entity whether limited company, LLC, or any other type of legal person being formed and/or administered for you by Us under the Contract;
“Contract”
means a contract for the purchase and sale of Services, as explained in Clause 6.2;
“Data Protection Legislation”
means all applicable legislation in force from time to time in the United Kingdom applicable to data protection and privacy including, but not limited to, the UK GDPR (the retained EU law version of the General Data Protection Regulation ((EU) 2016/679), as it forms part of the law of England and Wales, Scotland, and Northern Ireland by section 3 of the European Union (Withdrawal) Act 2018); the Data Protection Act 2018 (and regulations made thereunder); and the Privacy and Electronic Communications Regulations 2003 as amended;
“Hirer”
means you in your capacity as hirer of any Meeting Room(s);
“Meeting Room(s)”
means meeting room(s) available for hire at Our business premises;
“Order”
means your order for the Services;
“Order Confirmation”
means Our acceptance and confirmation of your Order;
“Services”
means the services which are to be provided by Us to you as specified in your Order (and confirmed in the Order Confirmation); and
“We/Us/Our”
means MR SAM LTD.
2. Information About Us
Our Site is owned and operated by MR SAM LTD, a limited company registered in England and Wales under company number 15793356, whose registered address is 128 City Road, London, EC1V 2NX, United Kingdom.
3. Access to and Use of Our Site
3.1 Access to Our Site is free of charge.
3.2 It is your responsibility to make any arrangements necessary to access Our Site.
3.3 Access to Our Site is provided “as is” and on an “as available” basis. We may alter, suspend or discontinue Our Site (or any part of it) at any time and without notice. We will not be liable to you in any way if Our Site (or any part of it) is unavailable at any time and for any period.
3.4 Use of Our Site is subject to Our Website Terms and Conditions. Please ensure that you have read them carefully and that you understand them.
4. Business Customers and Consumers
4.1 These Terms apply to business customers only. These Terms do not apply to individual consumers as We are not providing the Services for anyone’s personal purposes (that is, not in connection with, or for use in, their trade, business, craft, or profession).
4.2 These Terms, together with any other terms referenced herein that apply to the Services ordered, constitute the entire agreement between Us and you concerning your purchase of Services from Us. You acknowledge that you have not relied upon any statement, representation, warranty, assurance, or promise made by or on behalf of Us that is not set out or otherwise referred to in these Terms and that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based upon any statement herein.
5. Services, Pricing and Availability
5.1 We make all reasonable efforts to ensure that all general descriptions of the Services available from Us correspond to the actual Services that will be provided to you, however, please note that the exact nature of the Services may vary depending upon your individual requirements and circumstances.
5.2 Please note that sub-Clause 5.1 does not exclude Our responsibility for mistakes due to negligence on Our part and refers only to variations of the correct Services, not to different Services altogether.
5.3 Where appropriate, you may be required to select the required package of Services.
5.4 We neither represent nor warrant that all Services will be available at all times and cannot necessarily confirm availability until confirming your Order. Availability indications are not provided on Our Site.
5.5 We make all reasonable efforts to ensure that all prices shown on Our Site are correct at the time of going online. We reserve the right to change prices and to add, alter, or remove special offers and/or Services from time to time and as necessary. Subject to sub-Clause 5.8 and 5.9 changes in price will not affect any Order that you have already placed.
5.6 All prices are checked by Us when We process your Order. In the unlikely event that We have shown incorrect pricing information, except for situations regulated by sub-Clause 5.8 and 5.9 We will contact you in writing before proceeding with your Order to inform you of the mistake and to ask you how you wish to proceed. We will give you the option to purchase the Services at the correct price or to cancel your Order (or the affected part thereof). We will not proceed with processing your Order until you respond. If We do not receive a response from you within three days, We will treat your Order as cancelled and notify you of the same in writing.
5.7 In the event that the price of the Services you have ordered changes between your Order being placed and Us processing that Order and taking payment, you will be charged the price shown on Our Site at the time of placing your Order.
5.8 Prices on Our Site are shown exclusive of VAT. VAT is added at checkout. If the VAT rate changes between your Order being placed and Us taking payment, the amount of VAT payable will be automatically adjusted when taking payment.
5.9 If there are changes in official fees and/or external costs relating to the Services you have ordered including but not limited to fees imposed by Companies House or Royal Mail between your Order being placed and Us having to pay the official fees and/or external costs, the amount payable will be automatically adjusted when We are taking payment and/or it may lead to Us to sending you a supplemental invoice for the extra costs.
6. Orders – How Contracts Are Formed
6.1 Our Site will guide you through the ordering process. Before submitting your Order to Us you will be given the opportunity to review your Order and amend any errors. Please ensure that you have checked your Order carefully before submitting it.
6.2 No part of Our Site constitutes a contractual offer capable of acceptance. Your Order constitutes a contractual offer that We may, in Our sole discretion, accept. Our acknowledgement of receipt of your Order does not mean that We have accepted it. Our acceptance is indicated by Us sending you an Order Confirmation by email. Only once We have sent you an Order Confirmation will there be a legally binding contract between Us and you.
6.3 Order Confirmations shall contain the following information:
6.3.1 Confirmation of the Services ordered including full details of the main characteristics of those Services; and
6.3.2 Fully itemised pricing for the Services ordered including, where appropriate, taxes and other additional charges.
6.4 If We, for any reason, do not accept or cannot fulfil your Order, no payment shall be taken under normal circumstances. If We have taken payment, any such sums will be refunded to you as soon as possible and in any event within 8 days.
6.5 If you want to change your Order, We will let you know if it is possible and at which costs and if possible endeavour to assist you with this.
6.6 We may cancel your Order at any time before We begin providing the Services in the following circumstances:
6.6.1 The required personnel and/or required materials necessary for the provision of the Services are not available; or
6.6.2 An event outside of Our control renders the provision of the Services impossible or difficult for Us (please refer to Clause 20 for events outside of Our control).
6.7 If We cancel your Order under sub-Clause 6.6 and We have taken payment any such sums will be refunded to you as soon as possible and in any event within 8 days.
6.8 Any refunds due under Clause 6 will be made using the same payment method that you used when ordering the Services.
7. Payment
7.1 Payment for the Services will be due in the form of an advance payment for the Services. Price and payment details will be confirmed in the Order Confirmation. Your chosen payment method will be charged as indicated.
7.2 All sums due must be paid in full without any set-off, counterclaim, deduction, or withholding (except where any deduction or withholding of tax is required by law).
7.3 We accept the following methods of payment on Our Site:
7.3.1 VISA;
7.3.2 American Express;
7.3.3 Mastercard;
7.3.4 Switch/Maestro/Solo.
7.4 If you do not make any payment to Us by the due date We may charge you interest on the overdue sum at the rate of 8% per annum above the base lending rate of Barclays Bank Plc from time to time. Interest will accrue on a daily basis from the due date for payment until the actual date of payment of the overdue sum, whether before or after judgment. You must pay any interest due when paying an overdue sum.
7.5 If you are taking out a subscription to one of the Services that require periodic payments including but not limited to Address, Post and/or Telephone Handling Services and in situations regulated by sub-Clause 5.8 and 5.9 your acceptance of these Terms means you are granting Us permission under continuous payment authority of the card used to purchase the original Services for the following:
7.5.1 Renewable services – fees due will be processed on the card on the date of expiry of the relevant Service. Notice will always be given in advance, and you will have the right to cancel the Service.
7.5.2 Mail forwarding services – the cost of postage and handling fees will be taken on the card and will be processed automatically on a monthly basis.
7.5.3 In situations regulated by sub-Clause 5.8 and 5.9; i.e., if there are changes in official fees and/or external costs relating to the Services you have ordered including but not limited to fees imposed by Companies House or Royal Mail the cost will be taken on the card and will be processed automatically.
8. Provision of the Services
8.1 We will provide the Services with reasonable skill and care consistent with best practices and standards in the company formation sector. We will begin providing the Services on the date agreed when you make your Order (which We shall confirm in the Order Confirmation).
8.2 We will continue providing the Services until completion or for a period set out in the Order Confirmation.
8.3 We will make every reasonable effort to provide the Services promptly. We cannot, however, be held responsible for any delays if an event outside of Our control occurs. Please refer to Clause 20 for events outside of Our control.
8.4 If We require any information, action and/or acceptance from you in order to provide the Services, We will inform you of this as soon as is reasonably possible. Depending upon the nature of the Services you have ordered, We may require information from or action by you and We cannot provide the Services if this is not forthcoming.
8.5 If the information you provide or the action you take or acceptance you provide under sub-Clause 8.4 is delayed, incomplete or otherwise incorrect, We will not be responsible for any delay caused as a result. If additional work is required from Us to correct or compensate for a problem arising as a result of delayed, incomplete or otherwise incorrect information or action that you have provided or taken, We may charge you a reasonable additional sum for that work.
8.6 In certain circumstances, for example where there is a delay in you sending Us information, taking action or providing acceptance required under sub-Clause 8.4, We may suspend or terminate the Services.
8.7 In certain circumstances, for example where We encounter a technical problem, We may need to suspend or otherwise interrupt the Services to resolve the issue.
8.8 If you do not pay Us for the Services as required by Clause 7, We may suspend the Services until you have paid any and all outstanding sums due. This does not affect Our right to charge you interest on any overdue sums under sub-Clause 7.4.
8.9 We always use reasonable endeavours to ensure that Our Services are trouble-free. If, however, there is a problem with the Services please contact Us as soon as is reasonably possible as specified in Clause 21.
9. General Conditions for the Provision of the Services
9.1 To set up and maintain the Services you agree to provide us with an acceptable form of identification and proof of residential address of all directors, partners, shareholders and/or other stakeholders under any current or future public regulations or policies set by Us; and to verify all information provided and pass all PEP (Politically Exposed Persons) and Sanctions screenings performed by third-party providers as required by us, if applicable. For the transfer and processing of personal data to such third-party providers please refer to Our Privacy Policy.
9.2 We may at any time require to see the original identity documents of directors, partners, shareholders and/or other stakeholders; if We are unable to do this We may require such documents to be certified by a notary public or other approved person in Our discretion. It is at Our sole discretion to determine if such identity checks performed by or for Us shall substitute screenings performed by third-party providers.
9.3 You agree that you shall not use the Services for any illegal or illegitimate purposes and that such uses will constitute grounds for immediate termination of the Services by Us without provision of any refund.
9.4 We reserve the right to suspend or terminate the Services without provision of any refund if We are unable to contact you at the contact address provided by you or if any directors, partners, shareholders and/or other stakeholders of a company associated with your account do not pass identity, PEP and/or Sanctions screenings performed by Us or third-party providers as required by Us or if all required identity documentation has not been provided within the specified deadlines.
9.5 When you create a business account on behalf of your company on Our Site or as otherwise directed by Us, you agree to use a business email address as the main contact email when creating and using the account. Your account will be deemed as a company account and shall be linked to the companies listed within the portal provided on Our Site or as otherwise directed by Us. We may not permit the use of a personal email address as the main contact email within an account created on Our system.
10. Company Formation Services
10.1 Upon your full compliance with the formalities specified by Us and your provision of all relevant information and documentation materials, Companies are usually formed within 3 – 5 hours after filing of the completed applications to Companies House within standard working hours in London, UK; however, no guarantees as to the time scale of incorporation are given as the formation is dependent on external factors including but not limited to IT integration issues with Companies House.
10.2 We aim to send out the relevant documents forming part of the Company Formation Services without undue delay, but We accept no liability for any delays in the delivery of the services.
10.3 It is solely your duty to make certain that any company name or domain name you select for the Company is accessible for registration and can be legally used by the Company, and We accept no liability relating to the name of the Company.
10.4 By consenting to these Terms, you are giving Us authorisation to document with Companies House the statutory documents needed to instigate the Services, and in the event that the Services are halted, closed or elapse, the statutory documents required to stop the provision of the Services.
10.5 We shall not accept any legal responsibility if an administrative or judicial act results in the Company being stripped away from the Companies House Register and/or subjected to fines or administrative fees for non-compliance or other issues.
11. Address and Post Handling Services
11.1 You are entitled to use the mailing address and/or telephone number provided by Us as part of the Services for address and/or post handling only during the term of subscription for such Services.
11.2 You shall on top of the fee chargeable for the Services pay the relevant administration fee being equal to the postage costs for mail forwarding.
11.3 You shall notify Us in writing without undue delay of any change of your address or contact details; including if you change your and/or your company’s Registered Office Address, London Trading Address and/or Directors’ (officers’) Service Address away from the address provided by Us as part of the Services for address and/or post handling.
11.4 Registered Office Address Services only include the receipt and forwarding of statutory mail from Companies House, HMRC, ICO, IPO and the Pensions Regulator addressed to the Company. This also includes the receipt and forwarding of statutory mail from the judiciary system, however, this is subject to fair usage; other types of mail will be returned to sender unless you have also subscribed to and paid for an active London Trading Address. We may at our sole discretion decide to hold mail for a period of up to 14 days giving you the chance to upgrade to the correct service before mail is returned to the sender or disposed of. Statutory mail is opened upon receipt in Our office and then free of charge scanned through Our digital mail room to the email address on file for the Company. If the item is unable to be scanned this will then be posted to the address on file free of charge. If we are unable to identify by the envelope whether the mail item is statutory mail as herein defined, the mail item will be categorised as non-statutory and hence will require an active London Trading Address for forwarding. A subscription for Registered Office Address Services can only be applied to one company; if multiple companies are using the address then multiple subscriptions for Registered Address Services must be purchased.
11.5 Mail Forwarding Service for the Company’s London Trading Address only includes the receipt and forwarding of general mail including but not limited to bank and business correspondence and letters from the court services. This service does not include the receipt and forwarding of statutory mail from Companies House, HMRC, ICO, IPO and the Pensions Regulator for either person or company. We may at our sole discretion decide to hold mail for a period of up to 14 days giving you the chance to upgrade to the correct service before mail is returned to the sender or disposed of.
11.6. Directors Service Address Services only include the receipt and forwarding of statutory mail from Companies House, HMRC, ICO, IPO and the Pensions Regulator addressed to the officer for which the service is purchased. This also includes the receipt and forwarding of statutory mail from the judiciary system, however, this is subject to fair usage; other types of mail may in Our sole discretion be returned to the sender or held for 14 days, giving you the chance to upgrade to the correct service, before being disposed of. Statutory mail is opened upon receipt in Our office and then scanned through Our digital mail room to the email address on file for the Company free of charge. If the item is unable to be scanned this will then be posted to the address on file free of charge. Directors Address Services can only be applied to one officer of the Company. If multiple officers are using the address then multiple subscriptions to Directors Address Services must be purchased.
11.7 None of the Services allows for the receipt of postal items from the Driver and Vehicle Licensing Agency (DVLA), and you should not use Our address with DVLA as such postal items will be returned unopened to the sender. Under UK law registration for VAT must use the address from where the business will operate on a day-to-day basis and where all business records are kept. For most businesses, this address should be in the UK. As a general rule, the HMRC will not allow the registration of a business at a PO box, care of (c/o), virtual office address or an accountant’s address. These are only acceptable in exceptional circumstances. If you are applying to register for UK VAT but are abroad, you may deal directly with HMRC or appoint a tax representative or an agent in the UK.
11.8 If your subscription for a Registered Office Address and/or London Trading Address for the Company and/or Director’s Service Address for directors of the Company is not renewed and/or paid on a timely basis and/or the services are terminated for other reasons We reserve the right to de-register the Company from the Registered Office Address and/or London Trading Address and/or de-register directors of the Company from the Director’s Service Address and in our discretion register such directors of the Company at the home address(es) previously provided by you.
11.9 All postal items and/or deliveries received at the Registered Office Address and/or London Trading Address for the Company and/or Director’s Service Address for directors of the Company are received and handled entirely at your risk and We shall not accept any liability or responsibility whatsoever for any losses, shortages or damages to such postal items and/or deliveries howsoever caused.
11.10 If you expect to receive large (larger than length 300mm x width 215mm x height 55mm), bulky or heavy items via the Services provided by Us, you must notify Us minimum 24 hours in advance either by telephone or email prior to the expected delivery date. We shall charge Our current storage fees for the storage of such items until the item is collected.
11.11 We securely destroy any post including parcels if you request Us to do so once you have been notified via email about the item. We use a certified secure third-party supplier to assist Us with this task, and We may charge you Our current fees for the safe destruction of such items.
11.12 We shall take all reasonable steps to ensure accurate and efficient dealing with all communications including but not limited to mail and post received on your behalf and that mail is handled by your subscription for Services and your instructions. However, no warranty or liability is accepted by Us, Our staff or our agents about the Services provided, and We do not allow you to have any a) important or valuable documents or items; or b) prohibited items under the Royal Mail listing of such items sent to Us as providers of the Registered Office Address and/or London Trading Address for the Company and/or Director’s Service Address for directors of the Company.
11.13 By ordering address and/or post handling as part of the Services including subscription for a Registered Office Address and/or London Trading Address for the Company and/or Director’s Service Address Services for directors of the Company you provide Us with power of attorney to receive and formally sign for the receipt of any post addressed to the Company and applicable director(s) of the Company.
11.14 Any postal items received will if We are not instructed otherwise and if agreed be forwarded to the address specified by you by Royal Mail untracked and uninsured.
11.15 Our address should not be used by the Company and/or any directors or other stakeholders of the Company until all identity documentation has been fully verified and approved by Our compliance team and until such approval has been obtained We reserve the right to hold all statutory mail that has been received at Our address in a digital format and holds other types of mail for a limited period or refuses receipt at reception if delivered by tracked type of mail.
12. Bank and Merchant Account Referral Services
12.1 If you are using Our bank and merchant account referral service you consent to your personal data being transferred by Us to the financial institution of your choice.
12.2 Specific Terms and Conditions of the relevant financial institution(s) relating to the financial services to be provided by the financial institution(s) apply to such services.
12.3 Our bank and merchant account referral service cannot guarantee that the relevant financial institutions accept the Company and/or you as a client.
13. Nominee Services
13.1 We may provide the Company with nominee directors and/or stakeholders if so ordered by you and accepted by Us in the Order Confirmation.
13.2 Specific Terms and Conditions relating to the Services specified in sub-Clause 13.1 apply to such Services.
14. Meeting Room Services
14.1 The Hirer is to leave the Meeting Room(s) at the agreed allocated time slot. In the event the Hirer is late for the agreed allocated time slot the Hirer cannot carry over the booked time period past the agreed allocated time slot. In the event the Hirer overstays the agreed allocated time slot, We will charge the Hirer the hourly rate for the Meeting Room for the extra time. The Hirer will be expected to immediately pay for extra time at Our reception. Non-payment will result in an invoice being raised to the Hirer with an applicable admin fee of £80.00 added to the outstanding balance.
14.2 The Hirer is to take good care of and not cause any damage to be done to the Meeting Room(s) or to any fittings, equipment or other property in the Meeting Room(s). The Hirer is to make good and pay for any such damage caused by any act or neglect of the Hirer or anyone for whom the Hirer is responsible, or anyone permitted by the Hirer to enter the Meeting Room(s).
14.3 We will not be liable for any injury to or death of any person attending the Meeting Room(s) or for any losses, claims, demands, actions, proceedings, damages, costs expenses or other liability incurred by the Hirer in the exercise of the rights granted by the right to hire the Meeting Room(s).
14.4 We will not accept responsibility or liability in respect of any damage to or loss of any goods, articles or property of any kind brought into or left at the Meeting Room(s) or left or deposited with any officer or employee of Us either by the Hirer or by any other person. The Hirer will indemnify Us against such liabilities as are mentioned in Clause 14.
14.5 We can provide basic refreshments such as tea, coffee, and water for paid bookings over 2 hours of duration. If additional tea and coffee are required, we charge £5.00 for a top-up of the provided sachets and hot water. For free bookings of the Meeting Room(s), We charge basic refreshments for up to 4 persons at £5.00 and up to 8 persons at £9.00. The prices detailed in this sub-Clause 14.5 herein are subject to change without notice.
14.6 The Meeting Room(s) are not designed for food service. Only light refreshments or snacks (sandwiches, cookies, water, sodas, tea, coffee, etc.,) are allowed in the Meeting Room(s). We will only provide basic refreshments. Any snacks desired to be enjoyed in the Meeting Room(s) must be provided by the Hirer. Hot meals (pizzas, soups etc.) and alcoholic beverages are not allowed in the Meeting Room(s).
15. Google Adwords Vouchers
15.1 Any supplier vouchers including but not limited to Google Adwords Vouchers provided by Us are subject to the supplier’s terms.
15.2 Any free Google Adwords Vouchers provided are for use only on new Adwords accounts and are subject to Google’s Terms and Conditions as found on Google’s website.
16. Items not Included in the Services
16.1 The Services do not include the following:
16.1.1 Bookkeeping services;
16.1.2 Processing of yearly accounts;
16.1.3 Accountancy services;
16.1.4 Auditing; and
16.1.5 Legal and/or tax counselling.
16.2 Any provision by Us of the services specified under sub-Clause 16.1 requires Our prior written approval.
17. Cancelling the Services
17.1 Cancellation of the Contract shall be subject to the specific terms governing the Services in question and may be subject to a minimum contract duration. Details of the relevant duration, cancellation provisions and minimum notice periods will be provided and confirmed in the Order Confirmation or on Our Site.
17.2 Eligibility for refunds may vary according to the Services ordered. You will be required to pay for Services supplied up until the point at which you inform Us that you wish to cancel (please note that this may include charges for preparatory work that We have undertaken where We have reasonably incurred costs) and for any Services ordered by you where fees are non-refundable. Such sums will be deducted from any refund due to you or, if no refund is due, We will invoice you for the relevant sums.
17.3 Refunds under Clause 17 will be issued to you as soon as possible, and in any event within 14 calendar days of the day on which you inform Us that you wish to cancel.
17.4 Refunds under Clause 17 will be made using the same payment method that you used when ordering the Services.
18. Our Rights to Cancel
18.1 We may cancel the Contract after We have begun providing the Services due to an Event outside of Our control (as under sub-Clause 20.2.4), or due to the non-availability of required personnel and/or required materials necessary for the provision of the Services. In such cases, you will only be required to pay for Services that We have already provided up until the point at which We inform you that We are cancelling. Such sums will be deducted from any refund due to you, or if no refund is due, We will invoice you for the relevant sums.
18.2 Once We have begun providing the Services, We may in Our sole discretion cancel the Contract at any time and will give you at least 14 calendar days’ written notice of such cancellation. We shall not be required to disclose the reason for such cancellation. You will only be required to pay for Services that you have received. Such sums will be deducted from any refund due to you or, if no refund is due, We will invoice you for the relevant sums.
18.3 We may cancel immediately by giving you written notice in the following circumstances:
18.3.1 You or any other directors, partners, shareholders and/or other stakeholders of the Company fail to provide Us or relevant third-party providers as required by Us with an acceptable form of identification and proof of residential address or fail to pass all PEP (Politically Exposed Persons) and Sanctions screenings within a reasonable timeframe in Our sole discretion.
18.3.2 You fail to make a payment by the due date as set out in Clause 7. Cancellation does not affect Our right to charge you interest on any overdue sums as set out in sub-Clause 7.4;
18.3.3 Sanctions for non-compliance with important public protective measures or other irregularities are imposed on your Company by Trading Standards or other public authorities, and these are in Our sole reasonable discretion deemed to be incompatible with Us continuing the Services; or
18.3.4 You breach the Contract materially and fail to remedy the breach within 3 calendar days of Us asking you in writing to do so.
18.4 Refunds under sub-Clause 18.3 are provided at Our sole discretion.
18.5 Subject to sub-Clause 18.4 refunds under sub-Clauses 18.1 – 18.3 will be issued to you as soon as possible, and in any event within 14 calendar days of the day on which you inform Us that you wish to cancel.
18.6 Refunds under Clause 18 will be made using the same payment method that you used when ordering the Services.
19. Our Liability
19.1 Subject to sub-Clause 19.4, We will not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, loss of business, interruption to business, for any loss of business opportunity, or any indirect or consequential loss arising out of or in connection with any contract between you and Us.
19.2 We will not be liable for any costs including but not limited to fines and/or penalties resulting in the late filing of accounts and/or confirmation statement(s) for the Company as it is your responsibility to ensure timely filings of any documents or other formalities on behalf of the Company.
19.3 Subject to sub-Clause 19.4 Our total liability to you for all other losses arising out of or in connection with any contract between you and Us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be either £100 or 50% of the total sums paid by you to Us under the Contract, whichever is the lower sum.
19.4 Nothing in these Terms seeks to limit or exclude Our liability for death or personal injury caused by Our negligence (including that of Our employees, agents or sub-contractors); for fraud or fraudulent misrepresentation; or for any other matter in respect of which liability cannot be excluded or restricted by law.
20. Events Outside of Our Control (Force Majeure)
20.1 We will not be liable for any failure or delay in performing Our obligations where that failure or delay results from any cause that is beyond Our reasonable control. Such causes include, but are not limited to: power failure, internet service provider failure, industrial action by third parties, civil unrest, fire, explosion, flood, storms, earthquakes, subsidence, acts of terrorism, acts of war, governmental action, epidemic or other natural disaster, or any other event that is beyond Our reasonable control.
20.2 If any event described under this Clause 20 occurs that is likely to adversely affect Our performance of any of Our obligations under these Terms:
20.2.1 We will inform you as soon as is reasonably possible;
20.2.2 Our obligations under these Terms (and therefore the Contract) will be suspended and any time limits that We are bound by will be extended accordingly;
20.2.3 We will inform you when the event outside of Our control is over and provide details of any new dates, times or availability of Services as necessary;
20.2.4 If the event outside of Our control continues for more than 14 calendar days We may cancel the Contract and inform you of the cancellation. Any refunds due to you as a result of that cancellation will be paid to you as soon as is reasonably possible and in any event no later than 14 calendar days after the date on which We inform you of the cancellation.
21. Communication and Contact Details
21.1 If you wish to contact Us with general questions or complaints, for matters relating to Our Services or your Order, please contact Us by telephone at +44 (0) 207 097 3909, by email at info@mrsamagency.com, or by post to Us at 128 City Road, London, EC1V 2NX, United Kingdom.
22. Complaints and Feedback
22.1 We always welcome feedback from Our customers and, whilst We always use all reasonable endeavours to ensure that your experience as a customer of Ours is a positive one, We nevertheless want to hear from you if you have any cause for complaint.
23. How We Use Your Personal Information (Data Protection)
23.1 All personal information of yours that We may use will be collected, processed, and held in accordance with the provisions of the Data Protection Legislation and your rights thereunder.
23.2 For complete details of Our collection, processing, storage, and retention of personal data including, but not limited to, the purpose(s) for which personal data is used, the legal basis or bases for using it, details of your rights and how to exercise them, and personal data sharing (where applicable), please refer to Our Privacy Policy located at the footer of Our Site. When We serve as data processors Our Privacy Policy serves as Data Processing Agreement between you as data controller and Us as data processors under the Data Protection Legislation.
23.3 Our Privacy Policy is integrated into these Terms by reference and must be accepted by you for Us to provide and continue to provide the Services to you.
24. Other Important Terms
24.1 We may transfer (assign) any or all of Our obligations and/or rights under these Terms (and under the Contract, as applicable) to a third party (this may happen, for example, if We sell Our business). If this occurs, you will be informed by Us in writing. Your rights under these Terms will not be affected.
24.2 You may not transfer (assign) your obligations and rights under these Terms (and under the Contract, as applicable) without Our express written permission.
24.3 The Contract is between you and Us. It is not intended to benefit any other person or third party in any way and no such person or party will be entitled to enforce any provision of these Terms.
24.4 If any of the provisions of these Terms are found to be unlawful, invalid or otherwise unenforceable by any court or other authority, that / those provision(s) shall be deemed severed from the remainder of these Terms. The remainder of these Terms shall be valid and enforceable.
24.5 No failure or delay by Us in exercising any of Our rights under these Terms means that We have waived that right, and no waiver by Us of a breach of any provision of these Terms means that We will waive any subsequent breach of the same or any other provision.
24.6 We may revise these Terms from time to time including but not limited to in response to changes in relevant laws and other regulatory requirements.
25. Law and Jurisdiction
25.1 These Terms, and the relationship between you and Us (whether contractual or otherwise) shall be governed by, and construed by English law.
25.2 Any dispute, controversy, proceedings, or claim between you and Us relating to the Terms or the relationship between you and Us (whether contractual or otherwise) shall be subject to the exclusive jurisdiction of the courts of England and Wales.
have a question?
Get in touch today
call us at
+44 (0) 207 097 3909
Email us at
info@mrsamagency.com
